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Sharika Enterprises Ltd.

BSE: 540786 Sector: Others
NSE: N.A. ISIN Code: INE669Y01022
BSE 00:00 | 23 Sep 8.79 -0.29
(-3.19%)
OPEN

9.03

HIGH

9.27

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8.70

NSE 05:30 | 01 Jan Sharika Enterprises Ltd
OPEN 9.03
PREVIOUS CLOSE 9.08
VOLUME 119615
52-Week high 37.05
52-Week low 8.15
P/E
Mkt Cap.(Rs cr) 38
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 9.03
CLOSE 9.08
VOLUME 119615
52-Week high 37.05
52-Week low 8.15
P/E
Mkt Cap.(Rs cr) 38
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sharika Enterprises Ltd. (SHARIKAENTERPR) - Director Report

Company director report

Dear Members

Your Directors present the Twenty Third Annual Report of your Company togetherwith the Audited Financial Statements of the Company for the Financial Year ended March31 2021.

1. Background

Your Company is listed on BSE Limited.

2. Financial Highlights

Particulars Financial Year ended
March 31 2021 (In Lakh) March 31 2020 (In Lakh)
Total Income 5112.92 2859.47
Total Expenditure 4870.93 2770.12
Profit/(Loss) before tax 241.98 89.34
Profit/(Loss) after tax 168.86 58.93
Paid-up Share Capital 1082.50 1082.50
Reserves and Surplus 1544.07 1407.71

3. Operating Highlights

During the year under review revenue from operation of the Company is Rs. 4992.33 Lakhas compared to Rs. 2795.47 Lakh in the previous year. The Company earned a profit of Rs.168.86 Lakh net of taxes as compared to Rs. 58.93 Lakh in the previous year. YourDirectors are putting in their best efforts to improve the performance of the Company.

4. Company's Affairs

Incorporated in 1998 Our Company engaged in Engineering Procurement Construction (EPC)contracts specialized assembling trading activities Erection Services representationservices to majorly power Generation Transmission and Distribution sector. We have grownconsistently over the years and widened our portfolio which covers installing powertransmission EHV cables designing & installing EMS (Energy Management System) andallied distribution automation Equipments such as Autoreclosers fault passage indicators(FPI) etc. designing and installing of Solar Power Generation plants.

Our Company is headquartered in the National Capital Region in India and with havingassembling unit in Jammu and Noida. Also our Company is an ISO 9001:2015 certified forproviding Consultancy Project Management EPC Contracts in field of Power GenerationTransmission and Distribution. We operate in the infrastructure sphere in India focusingon the power sector and work with international and Indian power equipment manufacturersand involved in project management/EPC contractors.

Our Company is also engaged in trading of LED lights EHV cables & accessoriespower capacitors switchgears & Cast Resin Transformers.

Our Services are:-

1. Engineering Procurement Constructions (EPC)

2. Representative Services

3. Other consultancy Services

5. Dividend

To maintain the liquidity of funds your Board of Directors does not recommend anydividend for the Financial Year under review.

6. Share Capital

There is no change in the Share Capital of the Company during the Financial Year underreview.

7. Fixed Deposits

The Company has not accepted any fixed deposit during the year under review as per theprovision of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.

8. Listing Agreement

Your Company is listed on BSE Limited and complied with all the requirements of ListingAgreement. Also your Company has already paid listing fees for the Financial Year 2021-22to the BSE Limited.

9. Particulars of Loans Guarantees or Investments Under Section 186

The company has given loan during the financial year 2020-21 the details of which arespecified in Note No. 16 of financial statement as on 31st March 2021.

The company has neither made any investment nor given any guarantee during thefinancial year 2020-21.

10. Adequacy of Internal Financial Controls

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use for disposition of its assets. All the transactions are probablyauthorized recorded and reported to the Management. The Company is following allapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The Internal Auditor of the company checks and verifiesinternal control and monitors them in accordance with policy adopted by the Company. TheCompany continues to ensure proper and adequate systems and procedures commensurate withits size and nature of business.

11. Directors

Number of Meetings of the Board

During the year 06 (Six) Board Meetings were convened and held details of which areprovided in the Corporate Governance Report. The intervening gap between the Meetings wasin compliance with the Companies Act 2013.

Policy on Directors' Appointment and Remuneration

The policy of the Company on Directors' Appointment and Remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Sub-section (3) of Section 178 of the companies Act2013 adopted by the Board is placed on the website of the Company i.e.www.sharikaindia.com . The web link of the policy ishttp://www.sharikaindia.com/policy.php

Declaration by Independent Directors

All Independent Directors have given declarations under section 149(7) of the CompaniesAct 2013 that they meet the criteria of independence as laid down under section 149(6)of the Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

Evaluation of the performance of the Board

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out the AnnualPerformance Evaluation of its own performance the Directors individually as well as theevaluation of the working of its Committees. The criteria applied in the evaluationprocess are explained in the Corporate Governance Report.

The Independent Directors in their separate meeting has evaluated performance ofNonIndependent Directors performance of the Board as a whole and also performance of theChairman of the Company.

Familiarization Programme for Independent Directors

In compliance with the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has put in place a Familiarization Programmefor its Independent Directors to familiarize them with their roles rights andresponsibilities as Directors the working of the Company nature of the industry in whichthe Company operates business model etc. The details of the Familiarization Programme areexplained in the Corporate Governance Report. The same is also available on the website ofthe Company at www.sharikaindia.com

Inductions

Arvind Kumar Koul (DIN : 09045833) has been appointed as additional independentdirector w.e.f 01-02-2021.

Retirement /Re-appointment

In terms of Section 152 of the Companies Act 2013 Mr. Ravinder Bhan (DIN:01609915) who retires by rotation at the ensuing AGM being eligible offered himself forreappointment. His Brief Resume is mentioned in the annexure attached to the Notice.

Resignation

During the year Mrs. Mukta Mani Kaul resigned w.e.f 22-01-2021.

Disclosure of Relationships Between Directors Inter-Se

There is no relationship between our Directors.

Key Managerial Personnel

The details of Key Managerial Personnel (KMP) of the Company are:

S. No. Name of Key Managerial Personnel Designation Appointment/Cessation
1. Mr. Rajinder Kaul Managing Director May 06 1998
2. Mr. Kamal Bhateja Chief Financial Officer March 31 2021 (Resigned)
3. Mrs. Vineeta Agrawal Company Secretary January 28 2021 (Resigned)
4. Mr. Kush Mishra Company Secretary February 01 2021 (Appointed)

12. Committees of the Board

Your Company has a duly constituted Audit Committee Nomination & RemunerationCommittee Stakeholders Relationship Committee and Risk Management Committee as per theprovisions of Section 177 178 of the Companies Act 2013 and provisions of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. The Board of Directors has constituted such committees to enable the Board to dealwith specific areas/activities that need a closer review and to have an appropriatestructure to assist in the discharge of its responsibilities.

A detailed note on the Board and its committees is provided under the CorporateGovernance report section in this Annual Report.

13. Subsidiary Companies/Associate Companies/Joint Ventures

The Company has One Subsidiary Company i.e. M/s Sharika Lightec Private Limited and OneAssociate Company i.e. M/s Elettromeccanica India Private Limited.

14. Code of Conduct

Your Company has already in place a well framed Code of Conduct for carrying its day today business operations of the Company. The Code lays down the standard procedure ofbusiness conduct which is expected to be followed by the directors and the employees intheir business dealings and in particular on matters relating to integrity in the workplace in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. The detailed Code of Conduct can be referred from the website of theCompany and the web link is http://www.sharikaindia.com /investors-information.php.

15. Details of Establishment of Vigil Mechanism/ Whistle Blower Policy For DirectorsAnd Employees

The Company has already in place a well framed Vigil Mechanism/ Whistle Blower Policyfor Directors and Employees. The purpose of this policy is to provide a framework topromote responsible and secure whistle blowing. It protects employees willing to raise aconcern about irregularities within the Company. The Company has also provided adequatesafeguards against victimization of employees and Directors who express their concerns.The Company has also provided direct access to the Chairman of the Audit Committee onreporting issues concerning the interests of employees and the Company. This policy isalso placed on the website of the Company.

The link of the Vigil Mechanism is http ://www.sharikaindia.com/policy.php

16. Business Risk Management Policy

Pursuant to section 134(3)(n) of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the company has constituted a RiskManagement Committee. The details of the committee and its terms of reference are set outin the corporate governance report forming part of the Annual report. The Company hasimplemented Risk Management Policy and the Board of Directors has prepared a comprehensiveframework of risk management for assessment of risks and to determine the responses tothese risks so as to minimize their adverse impact on the organization.

The policy as approved by the Board of Directors is uploaded on Company's website athttp://www.sharikaindia.com/policy.php

17. Prevention of Insider Trading

The Company has already adopted a Code of Conduct for Prevention of Insider Tradingwith a view to regulate trading in securities by the Directors and certain designatedemployees of the Company. All Board Directors and the designated employees have confirmedcompliance with the Code. The Code is uploaded on Company's website athttp://www.sharikaindia.com/policy.php

18. Auditors

Statutory Auditors

The shareholders of the Company had appointed M/s WDK & Associates CharteredAccountants (ICAI Firm's Registration No. 061389E) as Statutory Auditors for a period offive (5) years commencing from the Twenty One AGM till the conclusion of the Twenty Six(26th) AGM subject to ratification by Members every year to conduct theStatutory Audit of the company.

Auditors' Report

The observations and Comments made by the Statutory Auditor in their Report readtogether with notes on the Financial Statements are self-explanatory and do not call forany further comments under Section 134 of the Companies Act 2013.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshad appointed M/s CKA & Associates Company Secretaries to undertake theSecretarial Audit of the Company for Financial Year 2019-20. There is no qualificationreservation or adverse remark made in his Secretarial Audit Report. The Audit Report isannexed herewith as "Annexure A".

Reporting of frauds by Auditors

There were no frauds reported by Auditors as per Section 134(3) and Section 143(12) ofthe Act.

19. Extract of Annual Return

In accordance with Section 92(3) of the Companies Act 2013 the details forming partof the extract of the Annual Return in Form MGT-9 is annexed herewith as "AnnexureB".

20. Corporate Social Responsibility

Pursuant to provision of Section 135 of the Companies Act 2013 your Company does notfall within the criteria of turnover and/or/ profit and/or net worth therefore theCompany has neither formed CSR Committee nor CSR Policy.

21. Prudential Norms & Directions of RBI for NBFCs

Your company has complied with all the requirements prescribed by the Reserve Bank ofIndia and has filed the required returns.

22. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

i. Conservation of Energy & Technology Absorption: The Company being aNonBanking Finance Company (NBFC) does not have any manufacturing activity. Thedirectors therefore have nothing to report on ‘Conservation of Energy andTechnology Absorption'.

ii. Foreign Exchange Earnings and Outgo: The foreign exchange earnings and outgoare given below:

Particulars 2020-21 (Rs.) 2019-20 (Rs.)
Foreign Exchange Earnings 0 0
Foreign Exchange outgo 0 0

23. Particulars of Employees

The information required pursuant to Section 197 of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of employees of the Company forms part of this report and annexed herewith as"Annexure C".

24. Related Party Transactions

All the Related Party Transactions are entered into by the Company at arm's lengthbasis in the ordinary course of business and are in compliance with the applicableprovisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and the Company's Policy on Related Party Transactions. Accordingly thedisclosure of Related Party Transactions as required under Section 134(3) (h) of theCompanies Act 2013 is mentioned in Form AOC-2. ("Annexure D")

The policy on Related Party Transactions is displayed on the website of the Company andthe web link is http://www.sharikaindia.com/policy.php

25. Sexual Harassment

The Company has in place a Prevention of Sexual Harassment Policy in line with therequirements of the sexual harassment of women at workplace (Prevention Prohibition andRedressal) Act 2013. All employees (permanent contractual temporary trainees) arecovered under this policy.

During the Year 2019-21 no complaint was received by the Company related to sexualharassment.

26. Business Responsibility Report

Business Responsibility Report as stipulated under Regulation 34 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is not applicable to theCompany.

27. Corporate Governance

The Company is committed to maintain the steady standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. A Report on CorporateGovernance regarding compliance with the conditions of Corporate Governance as stipulatedin Regulations 17 to 27 clauses (b) to (i) of sub-regulation (2) of Regulation 46 andparagraphs C D and E of Schedule V of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of the AnnualReport and also a Certificate from the Practicing Company Secretary of the Companyregarding compliance with the conditions of Corporate Governance forms a part of thisReport.

28. Management's Discussion and Analysis Report

Management's Discussion and Analysis Report (MDAR) for the year under review asstipulated under Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is presented in a separate section forming part of theAnnual Report.

29. Disclosures under the Act

Significant and Material Orders

No significant and material order was passed against the Company by any regulator orcourt or tribunal impacting going concern status and company's operations in future.

Material changes and commitments affecting the financial position of the Company afterthe close of financial year

There are NO material changes and commitments affecting the financial position of theCompany which has occurred between the end of the financial year of the Company i.e.March 31 2021 and the date of the Boards' Report.

Change in the Nature of Business

There is no change in the nature of the Business of the Company during the FinancialYear.

30. Director's Responsibility Statement

In terms of Section 134(5) of the Companies Act 2013 the directors would like tostate that:

i. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departure.

ii. The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.

iii. The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The directors have prepared the annual accounts on a going concern basis.

v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi. The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such system were adequate and operating effectively.

31. Compliance with the provisions of Secretarial Standard-1 and Secretarial Standard-2

The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards issued by the Institute of Company Secretaries ofIndia (ICSI) and that such systems are adequate and operating effectively.

32. Acknowledgments and Appreciation

The Directors take this opportunity to thank the Company's customers shareholdersinvestors suppliers bankers financial institutions and Central & State Governmentsfor their consistent support to the Company. The Directors also wish to place on recordtheir appreciation to employees at all levels for their hard work dedication andcommitment.

For and on Behalf of the Board Sharika Enterprises Limited

Rajinder Kaul Ravinder Bhan
Date: August 31 2021 Managing Director Whole Time Director
Place: Noida DIN: 01609805 DIN: 01609915

 

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